SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement |_| Confidential, for use of the Commission
| | Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
| | Definitive Additional Materials
| | Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
KIRLIN HOLDING CORP.
______________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
_________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
__________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:*
___________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
(5) Total fee paid:
___________________________________________________________________________
|_| Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount previously paid:
___________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
(3) Filing Party:
___________________________________________________________________________
(4) Date Filed:
___________________________________________________________________________
-------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
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PRELIMINARY COPY
KIRLIN HOLDING CORP.
6901 Jericho Turnpike
Syosset, New York 11791
-----------------------
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
----------------------
August 11, 2000
-----------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Kirlin Holding Corp. ("Company") will be held at the offices of the
Company at 6901 Jericho Turnpike, Syosset, New York on August 11, 2000, at 11:00
a.m., for the following purposes, all as more fully described in the attached
Proxy Statement:
1. To elect one director to serve for the ensuing three-year period and
until his successor is elected and qualified; and
2. To consider and vote upon a proposal to amend the Company's
Certificate of Incorporation to increase the number of authorized
shares of common stock.
3. To transact such other business as may properly come before the
meeting and any and all adjournments thereof.
The Board of Directors has fixed the close of business on July 10, 2000, as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting or any adjournment thereof.
You are earnestly requested to date, sign and return the accompanying form
of proxy in the envelope enclosed for that purpose (to which no postage need be
affixed if mailed in the United States) whether or not you expect to attend the
meeting in person. The proxy is revocable by you at any time prior to its
exercise and will not affect your right to vote in person in the event you
attend the meeting or any adjournment thereof. The prompt return of the proxy
will be of assistance in preparing for the meeting and your cooperation in this
respect will be appreciated.
By Order of the Board of Directors
Anthony J. Kirincic, Secretary
Syosset, New York
July 12, 2000
<PAGE>
KIRLIN HOLDING CORP.
-----------------------
PROXY STATEMENT
----------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 11, 2000
----------------------
This Proxy Statement and the accompanying form of proxy is furnished to
stockholders of Kirlin Holding Corp. ("Company") in connection with the
solicitation of proxies, in the accompanying form, by the Board of Directors of
the Company for use in voting at the Annual Meeting of Stockholders to be held
at the offices of the Company, 6901 Jericho Turnpike, Syosset, New York on
August 11, 2000, at 11:00 a.m., and at any and all adjournments thereof. Any
proxy given pursuant to this solicitation may be revoked by the person giving it
by giving notice to the Secretary of the Company in person, or by written
notification actually received by the Secretary, at any time prior to its being
exercised. Unless otherwise specified in the proxy, shares represented by
proxies will be voted FOR the election of the nominee listed herein and FOR the
proposal to amend the Certificate of Incorporation to increase the number of
authorized shares of common stock.
The Company's executive offices are located at 6901 Jericho Turnpike,
Syosset, New York 11791. On or about July 12, 2000, this Proxy Statement and the
accompanying form of proxy, together with a copy of the Annual Report of the
Company for the fiscal year ended December 31, 1999, are to be mailed to each
stockholder of record at the close of business on July 10, 2000.
VOTING SECURITIES
The Board of Directors has fixed the close of business on July 10, 2000, as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Annual Meeting. Only stockholders of record at the close of
business on that date will be entitled to vote at the Annual Meeting or any and
all adjournments thereof. As of July 10, 2000, the Company had issued and
outstanding 12,792,851 shares of Common Stock, the Company's only class of
voting securities outstanding. Each stockholder of the Company will be entitled
to one vote for each share of Common Stock registered in his name on the record
date. The presence, in person or by proxy, of a majority of all of the
outstanding shares of Common Stock constitutes a quorum at the Annual Meeting.
Proxies relating to "street name" shares that are returned to the Company but
marked by brokers as "not voted" will be treated as shares present for purposes
of determining the presence of a quorum on all matters but will not be treated
as shares entitled to vote on the matter as to which authority to vote is
withheld by the broker ("broker non-votes"). The election of directors requires
a plurality vote of those shares voted at the Annual Meeting with respect to the
election of directors. "Plurality" means that the individuals who receive the
largest number of votes cast "FOR" are elected as directors. Consequently, any
shares not voted "FOR" a particular nominee (whether as a result of a direction
to withhold authority or a broker non-vote) will not be counted in such
nominee's favor. The approval of the amendment to the Certificate of
Incorporation requires the affirmative vote of a majority of the shares of
Common Stock outstanding and entitled to vote. Because this proposal requires
the affirmative vote of a majority of the outstanding shares of Common Stock,
abstentions as to this matter (which are considered present and entitled to vote
on the matter) and shares of Common Stock considered present, but not entitled
to vote on this matter (because of a broker non-vote), will have the same effect
as a vote "AGAINST" this proposal. All other matters to be voted on will be
<PAGE>
decided by the affirmative vote of a majority of the shares present or
represented at the Annual Meeting and entitled to vote. On any such matter, an
abstention will have the same effect as a negative vote, but because shares held
by brokers will not be considered entitled to vote on matters as to which the
brokers withhold authority, a broker non-vote will have no effect on the vote.
The following table sets forth certain information as of July 10, 2000 (on
which date 12,792,851 shares of the Company's Common Stock were outstanding),
with respect to (i) those persons or groups known to the Company to beneficially
own more than 5% of the Company's Common Stock, (ii) each director and nominee,
(iii) each executive officer whose compensation exceeded $100,000 in fiscal
1998, and (iv) all directors and executive officers as a group. The information
is determined in accordance with Rule 13d- 3 promulgated under the Securities
Exchange Act of 1934 based upon information furnished by the persons listed or
contained in filings made by them with the Securities and Exchange Commission.
Except as indicated below, the stockholders listed possess sole voting and
investment power with respect to their shares.
Amount and Nature of Percent
Name of Beneficial Owner(1) Beneficial Ownership of Class
------------------------ -------------------- --------
David O. Lindner.............. 2,984,000(2) 23.2%
Anthony J. Kirincic........... 2,984,000(2) 23.2%
Edward J. Casey............... 36,000(3) *
Harold Paul................... 34,000(4) *
All Executive Officers........ 6,038,000(5) 46.4%
and Directors as a Group (4 persons)
---------------------------------
* Less than 1%.
(1) The business address of Messrs. Lindner and Kirincic is 6901 Jericho
Turnpike, Syosset, New York 11791. Mr. Casey's business address is 444
South Flower Street, 43rd Floor, Los Angeles, California 90071. Mr. Paul's
business address is 420 Lexington Avenue, Suite 2400, New York, New York
10171.
(2) Includes 88,000 shares of Common Stock issuable upon the exercise of
options that are currently exercisable. Excludes 276,000 shares of Common
Stock of the Company issuable upon the exercise of options that are not
exercisable within the next sixty days.
(3) Includes 30,000 shares of Common Stock issuable upon the exercise of
options that are currently exercisable.
(4) Includes 20,000 shares of Common Stock issuable upon the exercise of
options that are currently exercisable. Also includes (i) 6,000 shares of
common stock held jointly by Mr. Paul and his wife, and (ii) 8,000 shares
of common stock held in Mr. Paul's individual retirement account.
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(5) Includes 226,000 shares of Common Stock issuable upon the exercise of
options that are currently exercisable. Excludes 552,000 shares of Common
Stock issuable upon the exercise of options that are not exercisable within
the next sixty days.
PROPOSAL I: ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, each of which
generally serves for a term of three years, with only one class of directors
being elected in each year. The term of the first class of directors, consisting
of David O. Lindner and Edward J. Casey, will expire in 2002; the term of the
second class of directors, consisting of Harold Paul, will expire on the date of
this year's Annual Meeting; and the term of the third class of directors,
consisting of Anthony J. Kirincic, will expire in 2001. In each case, each
director serves from the date of his election until the end of his term and
until his successor is elected and qualified.
One person will be elected at the Annual Meeting to serve as a director for
a term of three years. The Board of Directors has nominated Harold Paul as the
candidate for election. Unless authority is withheld, the proxies solicited by
the Board of Directors will be voted FOR the election of this nominee. In case
the nominee becomes unavailable for election to the Board of Directors, an event
which is not anticipated, the persons named as proxies, or their substitutes,
shall have full discretion and authority to vote or refrain from voting for any
other candidate in accordance with their judgment.
Information About the Nominee
Harold Paul (age 52) has been a director of the Company since July 1999.
Since July 1999, Mr. Paul has been a partner at Paul & Rosen LLP, a law firm
specializing in securities matters, and prior to that time and for more than
five years, a partner at Berger & Paul, LLP, a New York law firm specializing in
securities matters. Mr. Paul has been a director of Ariel Corporation since June
1995.
Information About the Other Directors and Executive Officers
The Company's other directors and executive officers are as follows:
Name Age Principal Occupation
---- --- --------------------
David O. Linder 38 Chairman of the Board and Chief Executive
Officer
Anthony J. Kirincic 39 President, Chief Financial Officer, Secretary
and Director
Edward J. Casey 40 Director
David O. Lindner has been Chairman of the Board and Chief Executive Officer
of the Company and of the Company's wholly-owned subsidiary, Kirlin Securities,
Inc., since their inception in 1994 and 1987, respectively. Mr. Linder is also a
director and executive officer of the Company's majority-owned subsidiary,
VentureHighway.com Inc.
Anthony J. Kirincic has been President, Chief Financial Officer and a
director of the Company since its inception, Chief Financial Officer and a
director of Kirlin Securities since its inception and President of Kirlin
Securities from its inception until July 1999. Mr. Kirincic is also a director
and executive officer of VentureHighway.com.
Edward J. Casey has been a director of the Company since November 1995.
Since June 1992, Mr. Casey has been an attorney at McClintock, Weston, Benshoof,
Rochefort, Rubalcava and MacCuish. From August 1985 to June 1992, Mr. Casey was
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an attorney at Alschuler, Grossman and Pines. Mr. Casey obtained his Bachelor of
Arts degree from Hofstra University in 1982 and his Juris Doctor from the
University of Chicago in 1985. Mr. Casey is a member of the Board of Directors
and Chairman of Environmental Committee, Los Angeles Headquarters Association
and is a member of the Urban Land Institute.
The executive officers of the Company are elected annually by the Board of
Directors and serve at the discretion of the Board.
During the fiscal year ended December 31, 1999, the Company's Board of
Directors held six meetings. The Company does not have a standing compensation
or nominating committee. The Board of Directors has an audit committee that
consists of Edward J. Casey and Harold Paul, the two independent, non- employee
directors on the Company's Board of Directors. The general functions of the
Audit Committee are to recommend annually to the Board of Directors the
appointment of the independent auditors of the Company, to review with the
independent auditors the scope of the annual audit and review their final report
relating thereto; to review with the independent auditors the accounting
practices and policies of the Company and recommend to whom reports should be
submitted within the Company; to review with internal and independent auditors
overall accounting and financial controls; to be available to the independent
auditors during the year for consultation; and to review related party
transactions by the Company on an ongoing basis and review potential conflicts
of interest situations where appropriate. The audit committee met twice in the
fiscal year ended December 31, 1999. The Board of Directors also established a
stock option committee in 2000 that consists of David O. Lindner and Anthony J.
Kirincic. The general function of the Stock Option Committee is to administer
the Company's stock option plans and is empowered to make awards under such
plans.
Executive Compensation
The following table sets forth information concerning compensation for the
fiscal years indicated for services in all capacities awarded to, earned by or
paid to the Company's Chief Executive Officer and the only other executive
officer whose compensation was in excess of $100,000 during the fiscal year
ended December 31, 1999.
<TABLE>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
------------------------------------------ -----------------
Other Annual
Salary Bonus Compensation Number of Options
Name and Principal Position Year ($) ($) ($)(1) (#)
--------------------------- ---- ------- ------- ------------ --------------------
<S> <C> <C> <C> <C> <C>
David O. Lindner 1999 325,000 500,000 511,525 264,000(2)
Chief Executive 1998 325,000 275,000 75,369 --
Officer 1997 325,000 400,000(4) 177,928 --
Anthony J. Kirincic 1999 325,000 500,000 511,525 264,000(2)
President 1998 325,000 275,000 75,369 --
1997 325,000 400,000(3) 177,928 --
================================= ============ ============ ============== ==================== =======================
</TABLE>
(1) Represents brokerage commissions and (i) in 1999 also represents (a) the
value of membership interests ($98,125) in Greenleaf Capital Partners II
LLC, a private investment partnership, issued to each of Messrs. Lindner
and Kirincic and (b) the value of the personal use of a Company-leased
automobile ($3,500); and (ii) in 1997 includes cash received ($87,807.50)
by each of Messrs. Lindner and Kirincic in the Company's exchange offer of
its outstanding stock options and warrants, and the value of membership
interests ($87,500) in Greenleaf Capital Partners LLC, a private investment
partnership, issued to each of Messrs. Lindner and Kirincic.
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(2) As an additional bonus in recognition for their services and the Company's
performance in 1999, on February 2, 2000, each of Messrs. Lindner and
Kirincic were granted options to purchase 7.5% (or 499,484 shares) of the
shares of common stock of VentureHighway.com Inc. which are held by the
Company, at a per share price of $ 3.57. The option is exercisable until
February 1, 2005. The exercise price may be paid in cash and/or common
stock of the Company.
(3) Approximately one-half of this amount ($199,750) was paid in cash and the
balance was paid by the issuance of the Company's Common Stock under the
Company's 1994 Stock Plan, which was valued at the last sale price of the
Common Stock ($1.46875) on the date of the award. Accordingly, each of
Messrs. Lindner and Kirincic were issued 136,000 shares.
The following table summarizes the number of options granted to the
executive officers named above during the fiscal year ended December 31, 1999,
and the percentage that such options relate to the stock options granted to all
employees during such fiscal year:
<TABLE>
OPTIONS/SHARES GRANTS IN LAST FISCAL YEAR
Individual Grants
------------------
% of Total
Options/Shares Market
Granted to Exercise Price on
Options/Shares Employees in Price Date of Expiration
Name Granted(#) Fiscal Year ($/Share) Grant ($) Date
---- -------------- -------------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> >
David O. Lindner 264,000(1) 20.1% 0.96875 0.96875 1/10/09
Chairman of the Board
Anthony J. Kirincic 264,000(1) 20.1% 0.96875 0.96875 1/10/09
President
=================================== ==================== =================== ============= ============= ==============
</TABLE>
(1) Represents option to purchase 264,000 shares of Common Stock pursuant to
the Company's 1996 Plan, as to which options to purchase 88,000 shares
became exercisable on January 11, 2000, and options to purchase 88,000
shares will become exercisable on each of January 11, 2001 and 2002.
The following table summarizes the number of exercisable and unexercisable
options held by the executive officers named above at December 31, 1999, and
their value at that date if such options were in-the-money:
<TABLE>
1999 Year-End Option Values
Number of securities underlying unexercised Value of securities underlying unexercised
options at in-the-money options at
Name December 31, 1999 December 31, 1999(1)
---- ------------------------------------------- ------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
David O. Lindner 0 264,000 $ 0 $ 882,750
Anthony J. Kirincic 0 264,000 $ 0 $ 882,750
========================= ====================== ========================= =================== =========================
</TABLE>
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(1) Represents the total gain that would be realized if all in-the-money
options held at December 31, 1999 were exercised, determined by multiplying
the number of shares underlying the options by the difference between the
per share option exercise price and $4.3125, the closing price of the
Common Stock on December 31, 1999.
The executive officers named above did not exercise any options during the
fiscal year ended December 31, 1999.
Compensation Arrangements
The Company does not have written employment agreements with Messrs.
Lindner or Kirincic. Messrs. Lindner and Kirincic are paid a salary at an annual
rate of $325,000. Messrs. Lindner and Kirincic and a non-executive officer of
Kirlin pool their respective customer accounts and share equally (one- third
each) in the commissions generated by such accounts. In addition, Kirlin issues
to each of Messrs. Lindner and Kirincic 162/3% of any underwriter warrants or
equity issuable to Kirlin in connection with its investment banking activities.
The Company's directors who are not employed by the Company, presently
Messrs. Casey and Paul, receive an annual directors' fee of $15,000 payable
quarterly.
On February 2, 2000, Messrs. Lindner and Kirincic each were granted options
to purchase 100,000 shares of Common Stock for $4.0315 (the last sale price of
the Common Stock on the trading day immediately preceding the date of grant) per
share through February 1, 2010 which options become exercisable as to one-third
of the shares on February 1 in each of the years 2001, 2002 and 2003. In
addition, on February 2, 2000, Messrs. Casey and Paul each were granted options
to purchase 10,000 shares of Common Stock for $4.0315 per share through February
1, 2010, which options were immediately exercisable.
Stock Option Plans
In August 1994, the Company adopted the 1994 Stock Plan ("1994 Plan"),
which originally covered 4,800,000 shares (split adjusted) of the Company's
Common Stock pursuant to which officers, directors, key employees and
consultants of the Company are eligible to receive incentive or non-qualified
stock options, stock appreciation rights, restricted stock awards, deferred
stock, stock reload options and other stock based awards. The 1994 Plan will
terminate at such time that no further awards may be granted and awards granted
are no longer outstanding, provided that incentive options may only be granted
until August 1, 2004. The 1994 Plan is administered by the Board of Directors.
To the extent permitted under the provisions of the 1994 Plan, the Board of
Directors has authority to determine the selection of participants, allotment of
shares, price, and other conditions of purchase of awards and administration of
the 1994 Plan. In June 1996, the Company adopted the 1996 Stock Plan ("1996
Plan"), originally covering 8,000,000 shares (split adjusted) of the Company's
Common Stock, which is substantially identical to the 1994 Plan except that
incentive options may be granted until April 10, 2006.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors and persons who beneficially own more than ten
percent of the Company's Common Stock to file reports of ownership and changes
in ownership with the Securities and Exchange Commission. These reporting
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persons also are required to furnish the Company with copies of all Section
16(a) forms they file. To the Company's knowledge, based solely on its review of
the copies of such forms furnished to it and representations that no other
reports were required, the Company believes that all Section 16(a) reporting
requirements were complied with during the fiscal year ended December 31, 1999.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
ELECTION OF HAROLD PAUL TO THE COMPANY'S BOARD OF DIRECTORS
PROPOSAL 2: TO APPROVE THE AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
The Company is currently authorized by its Certificate of Incorporation to
issue 15,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock.
As of the record date, 12,792,851 shares of Common Stock were outstanding and no
shares of Preferred Stock were outstanding. Based on the number of shares of
Common Stock outstanding as of the record date and the need to reserve shares of
Common Stock for issuance under the Company's stock option plans, and the
current Certificate of Incorporation limit of 15,000,000 shares of Common Stock,
the Board of Directors does not believe there is an adequate number of
authorized shares of Common Stock under the Certificate of Incorporation for
management to be able to meet current obligations of the Company and to plan for
the future growth and development of the Company. Accordingly, the Board of
Directors proposes to amend the Certificate of Incorporation to increase the
authorized number of shares of Common Stock by an additional 25,000,000 shares
of Common Stock to 40,000,000 shares of Common Stock. The proposed amendment
will not change the number of shares of Preferred Stock authorized for issuance
under the Certificate of Incorporation.
The Board of Directors believes approval of the amendment to the
Certificate of Incorporation is in the best interest of the Company and its
stockholders. The authorization of additional shares of Common Stock will enable
the Company to meet its obligations under the various employee benefit plans and
issue options, awards and warrants in the future. In addition, the proposed
amendment will give the Board of Directors flexibility to authorize the issuance
of shares of Common Stock in the future for financing the Company's business,
for acquiring other businesses, for forming strategic partnerships and alliances
and for stock dividends and stock splits.
Approval of the proposal will permit the Board of Directors to issue
additional shares of Common Stock without further approval of the stockholders
of the Company; and the Board of Directors does not intend to seek stockholder
approval prior to any issuance of the authorized capital stock unless
stockholder approval is required by applicable law or stock market or exchange
requirements. Although the Company from time to time reviews various
transactions that could result in the issuance of Common Stock or Preferred
Stock, the Board of Directors is not currently considering any proposals to
issue additional shares of capital stock, except as may be required in
connection with the exercise of existing outstanding options or in connection
with options and other stock based awards which may be issued under the
Company's 1994 or 1996 Stock Plan or under any other plan or arrangement the
Board of Directors may hereafter approve.
The holders of Common Stock of the Company are entitled to one vote for
each share held of record on all matters to be voted on by the stockholders of
the Company. There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50% of the shares of
Common Stock of the Company voted in an election of directors can elect the
directors of the Company. The holders of Common Stock are entitled to receive
dividends when, as, and if declared by the Board of Directors out of funds
legally available therefor. In the event of liquidation, dissolution or winding
up of the Company, the holders of the shares of Common Stock are entitled to
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share ratably in all assets remaining available for distribution to them after
payment of liabilities and after provision has been made for each class of
stock, if any, having preference over the Common Stock. Holders of shares of
Common Stock have no conversion, preemptive or other subscription rights, and
there are no redemption provisions applicable to the Common Stock.
If the proposal to amend the Certificate of Incorporation is approved, the
fourth article of the Certificate of Incorporation will be amended to increase
the number of shares of Common Stock the Company is authorized to issue to
40,000,000 promptly after the meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE "FOR" THE APPROVAL OF THE PROPOSAL TO AMEND
THE COMPANY'S CERTIFICATE OF INCORPORATION
INDEPENDENT ACCOUNTANTS
The Company anticipates that it will select the independent accounting firm
of Goldstein Golub Kessler & Company, P.C. as the auditors of the Company for
the fiscal year ending December 31, 2000, although no formal recommendation has
been made to the Company's Board of Directors by its audit committee as of the
date of this proxy statement. A representative of Goldstein Golub Kessler &
Company, P.C., the auditors of the Company for the fiscal year ended December
31, 1999, is expected to be present at the Annual Meeting. The representative
will have the opportunity to make a statement and will be available to respond
to appropriate questions from stockholders.
2001 STOCKHOLDER PROPOSALS
In order for stockholder proposals for the 2000 Annual Meeting of
Stockholders to be eligible for inclusion in the Company's Proxy Statement, they
must be received by the Company at its principal office in Syosset, New York not
later than March 15, 2001. Pursuant to Rule 14a-4 promulgated by the Securities
and Exchange Commission, stockholders are advised that the Company's management
shall be permitted to exercise discretionary voting authority under proxies it
solicits and obtains for the Company's 2001 Annual Meeting of Stockholders with
respect to any proposal presented by a stockholder at such meeting, without any
discussion of the proposal in the Company's proxy statement for such meeting,
unless the Company receives notice of such proposal at its principal office in
Syosset, New York, not later than May 29, 2001
SOLICITATION OF PROXIES
The solicitation of proxies in the enclosed form is made on behalf of the
Company and the cost of this solicitation is being paid by the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone or telephone using the services of directors, officers and regular
employees of the Company at nominal cost. Banks, brokerage firms and other
custodians, nominees and fiduciaries will be reimbursed by the Company for
expenses incurred in sending proxy material to beneficial owners of the
Company's stock.
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OTHER MATTERS
The Board of Directors knows of no matter which will be presented for
consideration at the Annual Meeting other than the matters referred to in this
Proxy Statement. Should any other matter properly come before the Annual
Meeting, it is the intention of the persons named in the accompanying proxy to
vote such proxy in accordance with their best judgment.
Anthony J. Kirincic, Secretary
Syosset, New York
July 12, 2000
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PRELIMINARY COPY
KIRLIN HOLDING CORP. - PROXY
Solicited By The Board Of Directors
for Annual Meeting To Be Held on August 11, 2000
The undersigned Stockholder(s) of KIRLIN HOLDING CORP., a Delaware
P corporation ("Company"), hereby appoints Anthony J. Kirincic and David O.
Lindner, or either of them, with full power of substitution and to act
without the other, as the agents, attorneys and proxies of the undersigned,
to vote the shares standing in the name of the undersigned at the Annual
Meeting of Stockholders of the Company to be held on August 11, 2000 and at
R all adjournments thereof. This proxy will be voted in accordance with the
instructions given below. If no instructions are given, this proxy will be
voted FOR all of the following proposals.
O 1. Election of the following Director: Harold Paul
FOR the nominee listed |_| WITHHOLD AUTHORITY |_| to vote for the nominee.
X
2. To approve the Amendment to the Certificate of Incorporation to
Y increase the number of authorized shares of common stock.
FOR |_| AGAINST |_| ABSTAIN |_|
3. In their discretion, the proxies are authorized to vote upon such
other business as may come before the meeting or any adjournment
thereof.
Date _____________________________, 2000
----------------------------------------
Signature
----------------------------------------
Signature if held jointly
Please sign exactly as name appears above. When
shares are held by joint tenants, both should
sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please
sign in full corporate name by President or other
authorized officer. If a partnership, please sign
in partnership name by authorized person.
